As filed with the Securities and Exchange Commission on May 7, 1997
Registration No. ________
_______________________________________________________________________________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________
DIME BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-3197414
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
589 Fifth Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
DIME BANCORP, INC. 1997 STOCK INCENTIVE PLAN
FOR OUTSIDE DIRECTORS
(Full Title of the Plan)
GENE C. BROOKS, ESQ.
General Counsel
589 Fifth Avenue, New York, New York 10017
(Name and Address of Agent for Service)
(212) 326-6170
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of
Securities Amount Proposed Maximum Amount of
to be to be Maximum Offering Aggregate Offering Registration
Registered Registered Price per Share* Price* Fee
_________________________________________________________________________________
Common Stock,
par value $0.01 350,000 $16.00 $5,600,000.00 $1,696.80
- ---------------------------------------------------------------------------------
* In accordance with Rule 457(c) and (h), the Maximum Aggregate Offering Price
and Registration Fee have been computed as follows: (a) the price per share
of the Common Stock of Dime Bancorp, Inc. (the "Company") has been based on
the average of the high and low prices for the Common Stock of the Company as
reported on the New York Stock Exchange on May 1, 1997, and (b) using such
price per share, the aggregate amount of the Offering Price was then
calculated on the basis of the aggregate amount of shares of Common Stock of
the Company issuable in connection with the Dime Bancorp, Inc. 1997 Stock
Incentive Plan for Outside Directors.
DIME BANCORP, INC. 1997 STOCK INCENTIVE PLAN
FOR OUTSIDE DIRECTORS
Cross-Reference Sheet
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Location in Prospectus
----------------------
of Items on Form S-8 Pursuant to
--------------------------------
Rule 404 of the Securities Act
------------------------------
of 1933, as Amended
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Part I
Item No. Location in Prospectus
- ------------ ----------------------
Item 1. (a)
(1) Cover page; Dime Bancorp, Inc. 1997 Stock Incentive
Plan For Outside Directors ("The Plan")
(2) Cover page; The Plan
(3) The Plan;
(4) The Plan;
(b)
(1) Cover page; The Plan
(2) *
(c) Cover Page; The Plan
(d)
(1) The Plan
(2) The Plan
(3) The Plan
(4) *
(5) The Plan
(6) The Plan
(e) Cover page; The Plan
(f) The Plan
(g) *
(h)
(1) The Plan
(2) The Plan
(3) *
(i) The Plan
(j)
(1) The Plan
(2) The Plan
(3) *
Item 2. The Plan; Incorporation of Certain Documents by Reference; Available
Information
Part II Page
Item No. No.
- ---------- -----
Item 3. (a) Incorporation of Documents by Reference
(b) Incorporation of Documents by Reference
(c) Incorporation of Documents by Reference 2
Item 4. *
Item 5. Interests of Named Experts and Counsel 3
Item 6. Indemnification of Directors and Officers 3
Item 7. *
Item 8. Exhibits
(a) Exhibits 7
(b) *
Item 9. Undertakings 7
__________________
* Not applicable
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
This Registration Statement relates to the registration of 350,000 shares of
common stock, par value $.01 per share (the "Common Stock"), of Dime Bancorp,
Inc. (the "Company"), to be offered or sold pursuant to the Dime Bancorp, Inc.
1997 Stock Incentive Plan for Outside Directors (the "Plan").
The documents containing the information about the Plan specified in Part I of
Form S-8 will be sent or given to eligible and/or participating directors of the
Company as specified by Rule 428(b)(1) of Regulation C under the Securities Act
of 1933, as amended (the "Securities Act"), and such documents taken together
with the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of Form S-8 shall constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Company shall provide a written statement to participants in the Plan
advising them of the availability, without charge, upon written or oral request,
of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement, the documents which are incorporated by reference into
the Section 10(a) Prospectus, and the documents required to be delivered to them
pursuant to Rule 428(b) of Regulation C under the Securities Act. The address,
title of the individual or department, and telephone number to which the request
is to be directed shall be provided to participants.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference:
(i) The Company's Registration Statement on Form 8-A as filed with the
Commission on January 10, 1995, which includes a description of the Common
Stock;
(ii) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(iii) The Company's Current Report on Form 8-K filed on April 23,
1997; and
(iv) The Company's Current Report on Form 8-K filed on April 25, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of any post-effective amendment
indicating that all stock offered has been sold or deregistering all stock
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of their filing.
Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
3
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Ira T. Wender is a director of The Dime Savings Bank of New York, FSB
("Dime Savings Bank") and the Company. Mr. Wender is the sole owner of Ira T.
Wender, P.C., which, commencing January 1, 1994, became Of Counsel at Patterson,
Belknap, Webb & Tyler LLP. During that period, the firm represented Dime Savings
Bank and the Company in certain legal matters. Fees paid to the firm in
connection with such representation for the years 1994, 1995 and 1996 were
$1,319,897, $1,636,723 and $1,324,968 respectively. The Company has retained
the firm to perform legal services during 1997. The firm will give an opinion
upon the validity of the securities being registered.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Certificate of Incorporation of the Company, as
amended (the "Certificate"), contains provisions expressly permitted under
Delaware law that limit certain types of causes of action that can be maintained
by a corporation (or by stockholders on behalf of the corporation) against its
directors. Accordingly, in any action by the Company or its stockholders against
the directors of the Company, the directors will not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
directors, except for (a) any breach of the directors' duty of loyalty to the
Company or its stockholders, (b) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of
4
law, (c) improper dividends or distributions or (d) transactions involving
improper personal benefit.
The Certificate provides indemnification rights to any person who is made
or threatened to be made a party to any action (other than an action by or in
the right of the Company) by reason of the fact that such person has served as a
director or officer of the Company (or of any other entity, including Dime
Savings Bank, at the request of the Company) with respect to costs, expenses,
judgments, fines and amounts paid in settlement. Subject to applicable banking
laws and regulations, these indemnification provisions apply if such person
acted in good faith and in a manner he or she reasonably believed to be in (or
not opposed to) the best interests of the Company and, with respect to a
criminal action, if such person had no reasonable cause to believe that his or
her conduct was unlawful. The persons described in the preceding sentence are
entitled to indemnification rights in an action by or in the right of the
Company with respect to costs, expenses and amounts paid in settlement, subject
to the same standards, except where there is an adjudication of liability (in
which case indemnification is permitted only upon a court determination that
indemnification is, in view of all the circumstances, fair and reasonable). The
Certificate also provides for the Company to advance expenses of litigation
described in this paragraph on an on-going basis.
Under the Certificate, indemnification of the costs and expenses of
defending any action is required to be made to any director or officer who is
successful (on the merits or otherwise) in defending the action. Furthermore,
indemnification also is required to be made with respect to all amounts referred
to in the preceding paragraph, unless a determination is made by a majority of
disinterested directors (or if the disinterested directors so requested, or if a
quorum of disinterested directors does not exist, by independent counsel or by
the stockholders) that
5
indemnification is not proper because the director or officer has not met the
applicable standard of conduct.
The Certificate also permits (but does not require) the Company to
indemnify and advance expenses to its non-officer employees and agents in
connection with any civil, criminal, administrative or investigative actions,
suits or proceedings.
The Certificate also provides that if the Delaware General Corporation Law
is amended to expand the permitted indemnification of directors and officers,
then the Company will indemnify directors and officers to the fullest extent
permitted by such amendment.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, employees and agents of the Company
pursuant to Delaware law, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer, employee or agent of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer,
employee or agent in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Pursuant to the terms of the Agreement and Plan of Merger dated as of July
6, 1994, by and between the Company and Anchor Bancorp, Inc. ("Anchor"), as
amended, the Company will
6
also indemnify each present and former director and officer of Anchor, the
Company and their respective subsidiaries against certain actions.
The Company will not be permitted to prepay (which would include the direct
or indirect transfer of any funds or assets and any segregation thereof for the
purpose of making, or pursuant to any agreement to make, any payment thereafter)
any legal expenses or amounts of, or costs incurred in connection with, any
settlement of, or judgment or penalty with respect to, any claim, proceeding or
action, if made in contemplation of, or after, any insolvency of the Company or
Dime Savings Bank or with a view to, or having the result of, preventing the
proper application of the assets of Dime Savings Bank to creditors or preferring
one creditor over another. Further, the Federal Deposit Insurance Corporation
(the "FDIC"), as authorized by statute, has issued regulations that would
restrict both the Company and Dime Savings Bank from indemnifying officers,
directors and employees for liability or legal expense with regard to any
administrative proceeding or civil action by the appropriate banking agency
that results in a final order pursuant to which such person is assessed a civil
money penalty, is removed or prohibited from participating in the conduct of the
affairs of the institution, or is required to cease and desist or take
affirmative action ordered by the agency.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
7
ITEM 8. EXHIBITS PURSUANT TO ITEM 601 OF REGULATION S-K.
4.1 Copy of the Dime Bancorp, Inc. 1997
Stock Incentive Plan for Outside Directors
5.1 Opinion of Counsel regarding the
Legality of the Common Stock
Being Registered by the Company
23.1 Consent of Counsel (included in
Opinion of Counsel)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney
(included in the Signature Page of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering. The Registrant hereby undertakes:
-----------------
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) that, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement
8
or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
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The Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Incorporated Annual and Quarterly Reports. The Registrant hereby
-----------------------------------------
undertakes to deliver or cause to be delivered with the Prospectus, to each
person to whom the Prospectus is
9
sent or given, the latest annual report to security holders that is incorporated
by reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the Prospectus, to deliver, or cause to be
delivered, to each person to whom the Prospectus is sent or given the latest
quarterly report that is specifically incorporated by reference in the
Prospectus to provide such interim financial information.
(d) Indemnification. Insofar as indemnification for liabilities arising
---------------
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 6th day of May,
1997.
DIME BANCORP, INC.
By: /s/ Lawrence J. Toal
------------------------------------
Lawrence J. Toal
Chief Executive Officer,
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes Lawrence J. Toal and Gene C. Brooks, and each of them, as
attorneys-in-fact, to sign on his or her behalf, individually and in each
capacity stated below, and to file any amendment, including post-effective
amendments, to this Registration Statement.
Signature Title Date
--------- ----- ----
/s/ Lawrence J. Toal Director, Chief Executive Officer, May 6, 1997
- ---------------------------- President and Chief Operating
Lawrence J. Toal Officer (Principal Executive Officer)
/s/ Harold E. Reynolds Senior Vice President and Comptroller May 6, 1997
- ---------------------------
Harold E. Reynolds
/s/ Derrick D. Cephas Director May 6, 1997
- ------------------------------
Derrick D. Cephas
/s/ Frederick C. Chen Director May 6, 1997
- ----------------------------------
Frederick C. Chen
/s/ J. Barclay Collins II Director May 6, 1997
- -----------------------------------
J. Barclay Collins II
/s/ Richard W. Dalrymple Director May 6, 1997
- ------------------------------
Richard W. Dalrymple
/s/ E. Charlotte Fanta Director May 6, 1997
- -----------------------------------
E. Charlotte Fanta
/s/ James F. Fulton Director May 6, 1997
- ------------------------------------
James F. Fulton
/s/ Murray Handwerker Director May 6, 1997
- -------------------------------
Murray Handwerker
/s/ Sally Hernandez-Pinero Director May 6, 1997
- ------------------------------
Sally Hernandez-Pinero
/s/ Virginia M. Kopp Director May 6, 1997
- -----------------------------------
Virginia M. Kopp
/s/ James M. Large, Jr. Director May 6, 1997
- -----------------------------------
James M. Large, Jr.
/s/ John Morning Director May 6, 1997
- ------------------------------------
John Morning
/s/ Margaret Osmer-McQuade Director May 6, 1997
- --------------------------
Margaret Osmer-McQuade
/s/ Dr. Paul A. Qualben Director May 6, 1997
- ---------------------------------
Dr. Paul A. Qualben
/s/ Eugene G. Schulz, Jr. Director May 6, 1997
- ---------------------------------
Eugene G. Schulz, Jr.
Director May 6, 1997
- -----------------------------------
Howard Smith
/s/ Dr. Norman Smith Director May 6, 1997
- ---------------------------------
Dr. Norman Smith
/s/ Lawrence J. Toal Director May 6, 1997
- -----------------------------------
Lawrence J. Toal
/s/ Ira T. Wender Director May 6, 1997
- -------------------------------------
Ira T. Wender
10
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Page
- ----------- -------------
4.1 Copy of the Dime Bancorp, Inc. 1997 Stock
Incentive Plan for Outside Directors.....................
5.1 Opinion of Counsel regarding the Legality of the Common
Stock Being Registered by the Company....................
23.1 Consent of Counsel.......................................
(included in the Opinion of Counsel)
23.2 Consent of KPMG Peat Marwick LLP.........................
24 Power of Attorney
(included in the Signature Page of this
Registration Statement)..................................